Governance

Gap Inc. was founded in 1969 on the principle of conducting our business in a responsible, honest and ethical manner. For us, good corporate governance means going beyond compliance. It means taking a leadership role in instituting and maintaining practices that represent strong business ethics — and ensuring we communicate consistently with our shareholders, customers and neighbors around the world.

We are committed to continually evolving and adopting appropriate corporate governance best practices. Gap Inc.'s Corporate Governance Guidelines were most recently updated in 2015.

Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Elections

Yes

Director Stock Ownership Guidelines

Yes

Executive Stock Ownership Requirements

Yes

Highlights

Board Engagement

Gap Inc. directors must make a significant time commitment when they join our board. The full board meets at least five times per year. In addition, board members often work on board matters and with management outside of formal meetings.

Board members who are full-time employees of other companies should not serve on more than three public company boards at one time, and directors who are retired from full-time employment should not serve on more than five public company boards.

All board members are expected to complete a formal onboarding program within six months of joining.

Board Quality

Gap Inc. is committed to maintaining an active, engaged board. Qualified candidates for the board are interviewed by the Chairman, CEO, at least two independent directors and members of management, as appropriate.

The Governance and Nominating Committee is responsible for the review and assessment of the composition and overall performance of the board and each director. As part of this process, each board member must participate in and complete an extensive annual performance evaluation, including individual peer assessments, in order to be nominated for annual re-election.

Board Independence

A majority of Gap Inc.'s board members are independent of the company and its management, and we are committed to maintaining at least two-thirds of independent directors. Currently, our board has 10 directors and has determined that 9 are independent under NYSE rules.

At every board meeting, time is set aside for the independent directors to meet in executive session.

Board Committees

Only independent directors sit on Gap Inc.'s three board committees

Audit Firm Lead Partner Rotation

Gap Inc. rotates the lead partner of its independent auditor, Deloitte & Touche, so that he or she will not perform audit services for more than five consecutive fiscal years. A new lead partner assumed audit responsibility during the first quarter of 2011.

Shareholder Authority

At any meeting of the shareholders at which a director is not elected, that director shall submit to the board an offer letter of resignation, subject to board acceptance. The Governance and Nominating Committee will consider the offer of resignation. The board shall act promptly with respect to each such letter of resignation. The board's decision would be disclosed publicly.

Gap Inc. does not have a classified board; directors are elected annually.

Shareholders can act by written consent; holders of 10 percent of Gap Inc. shares can call special meetings of the shareholders.

Political Engagement Policy

We believe that it is important to participate in political and regulatory processes on issues that affect our business and community interests. We work proactively to enable Gap Inc.'s strategies through public policy and government advocacy, and participate in political activities and advocate for legislation when there is a connection to our ability to grow our business in a way that is consistent with our values, our legal obligations, and our Codes of Business Conduct and Vendor Conduct. Read the PDF for the full text of our political engagement policy.

Hedging Policy

Board members and Company insiders are prohibited from hedging and engaging in publicly traded option transactions in Company stock.

Pledging Policy

Board members and Company insiders are prohibited from holding Company stock in a margin account as collateral for a margin loan or otherwise pledging Company stock as collateral.

Contact the Board

Anyone may communicate governance matters directly to the Gap Inc. Board of Directors by emailing board@gap.com. Communications will be received and reviewed by our Chairman as well as our Corporate Secretary's Office. Matters may be referred to the entire board, board committees, individual members and other departments within the company.

Anyone may communicate compliance matters, including suspected violations of our Code of Business Conduct or accounting, internal accounting controls or auditing concerns, confidentially to the Integrity and Compliance department by emailing Global_Integrity@gap.com or by calling our Code Hotline. Accounting, auditing and other significant concerns are referred by the Integrity and Compliance department to the Audit and Finance Committee.

Contact the Office of the Corporate Secretary

Anyone may also communicate with the Corporate Secretary's Office by writing to: Corporate Secretary, Two Folsom Street, San Francisco, CA 94105